<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Security Chicago Corp.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Schwartz, Cooper, Greenberger & Krauss Chartered
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, $5.00 Par Value
------------------------------------------------------------------------
2) Aggregate number of securities to which transactions applies:
209,654 shares
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
Not Applicable
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
Not Applicable
------------------------------------------------------------------------
- - -------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined).
/ / Check box if any part of the fee is offset by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------------------------------------
2) Form, schedule or registration statement No.:
------------------------------------------------------------------------
3) Filing party:
------------------------------------------------------------------------
4) Date filed:
------------------------------------------------------------------------
<PAGE>
MAY 8, 1995
CHICAGO, ILLINOIS
SECURITY CHICAGO CORP.
196 EAST PEARSON
CHICAGO, ILLINOIS 60611
(312) 280-0360
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 1995
To the Stockholders of
SECURITY CHICAGO CORP.:
The Annual Meeting of the Stockholders of Security Chicago Corp., a
Delaware corporation (the "Corporation"), will be held at the offices of First
Security Bank of Chicago, 196 East Pearson, Chicago, Illinois 60611, on Monday,
June 19, 1995, at 6:00 P.M., Chicago time, for the following purposes:
1. To elect three Class III Directors for a term of three years; and
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on Monday, May 1,
1995, as the record date for the determination of Stockholders entitled to
notice of, and to vote at, the Annual Meeting.
This Notice of Annual Meeting and Proxy Statement (and the accompanying
Proxy) is being mailed on or about May 8, 1995. Also enclosed is the
Corporation's Annual Report to Shareholders for the year ended December 31,
1994.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER
YOU PLAN TO ATTEND OR NOT, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE THAT YOUR SHARES WILL BE
REPRESENTED. YOU HAVE THE POWER TO REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED, AND THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE ANNUAL MEETING.
BY ORDER OF THE
BOARD OF DIRECTORS.
JAMES D. POLIVKA,
CHAIRMAN OF THE BOARD OF DIRECTORS
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Corporation of proxies for use at the Annual
Meeting of Stockholders of the Corporation to be held on June 19, 1995. The
accompanying proxy is being solicited by the Board of Directors of the
Corporation. The cost of soliciting proxies is borne by the Corporation. In
addition to use of the mails, proxies may be solicited personally or by
telephone, telegraph or facsimile by officers, Directors and certain employees
of the Corporation and of First Security Bank of Chicago, a wholly-owned
subsidiary of the Corporation (the "Bank"), who will not be specially
compensated for such soliciting. The Corporation will, at its expense, upon the
receipt of a request from brokers and other custodians, nominees and
fiduciaries, forward proxy soliciting material to the beneficial owners of
shares held of record by such persons.
Stockholders are urged to specify the way they wish to have their shares
voted by completing the enclosed proxy. Shares represented by proxies that are
properly executed and returned will be voted at the Annual Meeting as specified
on the proxy. If no choice is specified, the shares will be voted FOR the
nominees listed under Proposal No. 1. It is not anticipated that any action
will be asked of Stockholders other than that set forth herein; however, proxies
in the enclosed form will confer discretionary voting authority on the
individuals specified in the enclosed proxy regarding any other matters that
properly come before the Annual Meeting.
Any Stockholder giving a proxy will have the right to revoke it at any time
prior to the voting thereof by filing a written revoking instrument or a duly
executed proxy bearing a later date with the Secretary of the Corporation or by
attending the Annual Meeting and voting in person.
On April 13, 1995, the Corporation had 209,654 shares of Common Stock, par
value $5.00 per share, issued and outstanding. With respect to the election of
the Board of Directors, and in regard to all other matters to be voted upon at
the Annual Meeting, each issued and outstanding share is entitled to one vote.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Election (the "Inspector") appointed by the Board of Directors
for the Annual Meeting. The Inspector will also determine whether a quorum is
present. The Inspector will treat abstentions as shares that are present and
entitled to vote for purposes of determining a quorum, but as unvoted for
purposes of determining the approval of any matter submitted to the Stockholders
for a vote. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
<PAGE>
PROPOSAL NO. 1
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three classes.
One class is elected annually to serve for a three-year term. At the Annual
Meeting of Stockholders, three Class III Directors will be elected for a term of
three years or until their successors are elected and qualified. The proxy
provides instructions for voting for the Director nominees or for withholding
authority to vote for the Director nominees. Unless instructed to the contrary,
the persons acting under the proxy solicited will vote for the nominees named as
Class III Directors. The nominees for election as Class III Directors are
indicated in the table below. The Corporation has no knowledge that the
nominees will refuse or be unable to serve, but if any nominee becomes
unavailable for election, the holders of the proxies reserve the right to
substitute another person of their choice as a nominee when voting at the Annual
Meeting. In order to be elected as a Director, each Director nominee must
receive the favorable vote of a plurality of the shares represented and entitled
to vote at the Annual Meeting.
The table below contains information about the nominees, the continuing
Directors and other executive officers of the Corporation.
NOMINEES
CLASS III DIRECTORSHIPS - TERMS TO EXPIRE 1998
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND THE BANK;
BECAME A DIRECTOR AND PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- - ------------------------------------------------------------------------------
Thomas R. Beverlin Director and Executive Vice President of the
Age 61 - 1995 Corporation and Director and President of the
Bank; President and CEO of Mokena State Bank,
1991-1993; Senior Vice President of Mid-City
National Bank, 1984-1991.
James D. Polivka Chairman and President of the Corporation and
Age 64 - 1976 Chairman of the Bank; Private Investor.
Wallis LaThomus Weinper Director of the Corporation and the Bank;
Age 58 - 1981 President, LaThomus & Corporation, Inc. (real
estate sales and property management company).
-2-
<PAGE>
CONTINUING DIRECTORS
The following persons will continue to serve as Directors for the periods
indicated:
CLASS I DIRECTORSHIPS - TERMS TO EXPIRE 1996
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND THE BANK; AND
BECAME A DIRECTOR PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- - ------------------------------------------------------------------------------
Richard S. Bull, Jr. Director of the Corporation and the Bank;
Age 69 - 1976 Chairman and Chief Executive Officer, Bradner
Central Corporation (paper distributor) from 1989
to his retirement in November 1993; President and
Chairman, Bradner Central Corporation prior to
1989.
Frank W. Fernandes Director of the Corporation and the Bank;
Age 37 - 1995 Private Investor; Director and Executive Vice
President of Chicago Research and Trading, Inc.,
1982-1993.
CLASS II DIRECTORSHIPS - TERMS TO EXPIRE 1997
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND THE BANK; AND
BECAME A DIRECTOR PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- - ------------------------------------------------------------------------------
Ronald A. Landsman Director of the Corporation and Bank; Principal,
Age 61 - 1976 Ronald A. Landsman & Co. (Certified Public
Accountants).
Carol M. Ware Director of the Corporation and the Bank; Retired
Age 64 - 1976 Executive Vice President, Carol Fur Co., Inc.
(retail furrier).
OTHER EXECUTIVE OFFICERS
POSITION WITH THE
NAME AGE CORPORATION AND THE BANK
- - ------------------------------------------------------------------------------
Sarah G. O'Sullivan 65 Treasurer of the Corporation and Vice
President of the Bank.
Yolanda Zarnowska 58 Secretary of the Corporation and Assistant
Vice President of the Bank.
-3-
<PAGE>
Sarah G. O'Sullivan and Yolanda Zarnowska have served the Corporation and
the Bank in various administrative and executive capacities for over five years.
All of the Corporation's Directors hold office for the terms indicated, and
all of the Corporation's executive officers hold office for a term of one year,
or until their respective successors are duly elected and qualified. There are
no arrangements or understandings between any of the Directors, executive
officers, or any other person pursuant to which any of the Corporation's
Directors or executive officers have been selected for their respective
positions.
BOARD COMMITTEES AND MEETINGS
The Bank has Audit, Nominating, Loan, Marketing, Investment and Personnel
Policy and Compensation committees. Mr. Polivka serves as an ex-officio member
of each committee. The Corporation has no standing committees.
The Audit Committee, of which Messrs. Bull and Landsman are non-officer
members, is responsible for the recommendation of independent auditors,
reviewing the scope and nature of audits, proposals and other services as
performed by the independent auditors, and reviewing the Bank's system of
internal control. The Audit Committee met two times during 1994.
The Nominating Committee, of which Mr. Bull and Ms. Ware are non-officer
members, advises and makes recommendations to the Board of Directors of the Bank
on all matters concerning the selection of candidates for election to the Board.
The Nominating Committee did not meet during 1994.
The Personnel Policy and Compensation Committee, of which Mr. Bull and
Ms. Weinper are non-officer members, makes recommendations to the Board of
Directors of the Bank relative to personnel policies, and Director, officer and
employee compensation and benefit programs. The Personnel Policy and
Compensation Committee met three times during 1994.
A total of 13 regularly scheduled and special meetings of the Board of
Directors of the Corporation and the Board of Directors of the Bank were held
during 1994. All Directors attended at least seventy-five percent of the
meetings of the Boards and the committees of the Bank's Board on which they
served.
EXECUTIVE COMPENSATION
The following table sets forth compensation information for each person who
served as the Corporation's Chief Executive Officer during 1994. No other
executive officer of the Corporation received more than $100,000 in salary and
bonus in 1994.
-4-
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and
Principal Position Year Salary(1) Bonus(1)
- - ------------------------------------------------------------------------------
Vernon S. Hoesch, 1994 None None
Chairman of the Board 1993 None None
of the Corporation and 1992 None None
the Bank (2)(3)
James D. Polivka, 1994 None None
Chairman of the Board 1993 None None
of the Corporation and 1992 None None
the Bank (2)
- - -------------------
(1) All compensation payments are made by the Bank.
(2) Mr. Hoesch served as Chairman of the Board of the Corporation and the Bank
until his death on June 30, 1994. Thereafter, Mr. Polivka served as
Chairman of the Board of the Corporation and the Bank.
(3) Prior to his death, Mr. Hoesch performed consulting services for the Bank
in a number of different areas including: loan and deposit business
development, strategic business planning and other bank operations. Since
March 15, 1993, such services had been performed pursuant to a consulting
agreement with the Bank, under which Mr. Hoesch received $1,000 a month for
his services. During 1994, Mr. Hoesch received $6,000 under the foregoing
arrangement and agreement. The consulting agreement with Mr. Hoesch, and
all of the Bank's obligations thereunder, ended with Mr. Hoesch's death.
DIRECTORS' BENEFITS
Directors of the Corporation do not receive any fees for serving on the
Board of Directors but may receive fees for attending special Board meetings.
One special Board meeting was held in 1994 for which each Director was paid
$700. Directors of the Corporation also serve as directors of the Bank and
receive a fee of $700 per month from the Bank for attending meetings of the
Board of Directors of the Bank. No fees are paid to Directors for attending
meetings of committees of the Bank.
-5-
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Directors, officers and beneficial owners of ten percent or more of the
equity securities of the Corporation are required to file certain reports with
the Securities and Exchange Commission (the "SEC") pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"). A Form 3 must
be filed with the SEC within 10 days after the event by which the person becomes
a "reporting person" (I.E., director, officer or 10% owner); a Form 4 must be
filed with the SEC on or before the tenth day after the end of the month in
which a change in beneficial ownership has occurred for a reporting person; and
a Form 5 must be filed with the SEC on or before the forty-fifth day after the
end of the Corporation's fiscal year for transactions or holdings that should
have been reported but were not reported.
The Corporation recently became aware that reports relating to a small
number of shares have not been filed due to inadvertence. These reports will be
filed prior to the Annual Meeting. The persons on behalf of whom such reports
were to have been filed, the nature of the reports and the transactions covered
thereby are as follows: Thomas R. Beverlin (one Form 3 reporting a zero share
ownership and one Form 5 covering the acquisition of a total of 30 shares);
Richard S. Bull, Jr. (two Form 5's covering the acquisition of a total of 275
shares); Ronald A. Landsman (three Form 5's covering the acquisition of a total
of 600 shares); Carol M. Ware (two Form 5's covering the acquisition of a total
of 350 shares); Wallis LaThomus Weinper (two Form 5's covering the acquisition
of a total of 250 shares); Sarah G. O'Sullivan (three Form 5's covering 580
shares) and Yolanda Zarnowska (three Form 5's covering 347 shares).
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Corporation and the Bank and their associates
were customers of and had transactions with the Bank during 1994. Additional
transactions may be expected to take place in the future. All outstanding
loans, commitments to loan, transactions in repurchase agreements and
certificates of deposit and depository relationships were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table lists the beneficial ownership of the Corporation's
Common Stock with respect to all persons known to the Corporation to be the
beneficial owners of more than five percent of such Common Stock as of April 13,
1995:
-6-
<PAGE>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- - -----------------------------------------------------------------
Lawrence Kahme 12,100 (2) 5.77%
196 East Pearson
Chicago, Illinois 60611
James D. Polivka 11,600 5.53%
196 East Pearson
Chicago, Illinois 60611
__________________________
(1) The information contained in this column is based upon information
furnished to the Corporation by the persons named above. The nature
of beneficial ownership for shares shown in this column is sole voting
and investment power.
(2) Includes 6,000 shares owned by Mr. Kahme's spouse. Beneficial
ownership of these shares is disclaimed.
SECURITY OWNERSHIP
OF MANAGEMENT
The following table sets forth, as of April 13, 1995, the total number of
shares of Common Stock of the Corporation beneficially owned, and the percentage
of the outstanding Common Stock of the Corporation so owned, by each living
person who served as Chief Executive Officer of the Corporation during 1994, by
all other Directors and by all Directors and executive officers of the
Corporation as a group:
AMOUNT AND NATURE
NAME OF INDIVIDUAL OR OF BENEFICIAL PERCENT
NUMBER OF PERSONS IN GROUP OWNERSHIP(1) OF CLASS
- - ----------------------------------------------------------------
Thomas R. Beverlin 140 *
Richard S. Bull, Jr. 2,925 (2)(3) 1.39%
Ronald A. Landsman 3,110 (4) 1.48%
James D. Polivka 11,600 5.53%
-7-
<PAGE>
AMOUNT AND
NATURE OF
NAME OF INDIVIDUAL OR OF BENEFICIAL PERCENT
NUMBER OF PERSONS IN GROUP OWNERSHIP(1) OF CLASS
- - ----------------------------------------------------------------
Carol M. Ware 1,950 .93%
Wallis LaThomus Weinper 1,650 (5) .78%
All Directors and
executive officers
as a group (8 persons)(6) 22,855 10.90%
____________________
* Less than .01%
(1) The information contained in this column is based upon information
furnished to the Corporation by the persons named above and the
members of the designated group. The nature of beneficial ownership
for shares shown in this column is sole voting and investment power,
except as set forth in the footnotes below.
(2) Includes 1,200 shares held individually by Mr. Bull's spouse.
Beneficial ownership of these shares is disclaimed.
(3) Includes 1,365 shares that are held by Mr. Bull as Trustee of the
Richard S. Bull Trust under agreement dated October 16, 1989.
(4) Includes 1,250 shares that are held by the Ronald A. Landsman &
Company Retirement Trust.
(5) Includes 300 shares held jointly by Ms. Weinper and her spouse.
Investment and voting power with respect to these shares is deemed
shared.
(6) The number of shares held by all Directors and executive officers does
not include 7,858 shares which were beneficially owned by Vernon S.
Hoesch prior to his death on June 30, 1994. Of these shares, 7,458
were purchased by the Corporation from Mr. Hoesch's estate and 200
shares were purchased by the Corporation from Mr. Hoesch's wife in
January, 1995.
-8-
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation retained Crowe Chizek, certified
public accountants, as independent public accountants in the examination of the
consolidated financial statements of the Corporation and the Bank for the year
ended December 31, 1994. Representatives of Crowe Chizek are expected to be
present at the Annual Meeting and will be given the opportunity to make a
statement and will be available to respond to appropriate questions.
On August 30, 1994, the Corporation dismissed the firm of KPMG Peat Marwick
("KPMG") as independent certified public accountants of the Corporation. The
change in independent certified public accountants was approved by the Board of
Directors. KPMG performed audits of the financial statements of the Corporation
for the two years ended December 31, 1993 and 1992. The KPMG reports did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
two years ended December 31, 1993, and from December 31, 1993 through the
effective date of the KPMG termination, there were no disagreements between the
Corporation and KPMG on any matter of accounting principles or practice,
financial statement disclosure, or auditing scope of procedure, which
disagreements would have caused KPMG to make reference to the subject matter of
such disagreements in connection with its reports.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Stockholders may submit proposals appropriate for Stockholder action at the
1996 Annual Meeting consistent with the regulations of the Securities and
Exchange Commission. All such proposals should be directed to Ms. Yolanda
Zarnowska, Secretary, Security Chicago Corp., 196 East Pearson, Chicago,
Illinois 60611, by January 8, 1996. The Restated Certificate of Incorporation
of the Corporation provides that no person (other than a person nominated by or
on behalf of the Board of Directors) shall be eligible for election as a
Director at any Annual or Special Meeting of Stockholders unless a written
request that such person's name be placed in nomination is received from a
Stockholder of record by the Secretary of the Corporation not less than 14 nor
more than 60 days prior to the date fixed for the meeting, together with (1) the
name, age, business address and, if known, residence address of each nominee,
(2) the principal occupation of each nominee for the past five years and (3) the
number of shares of Common Stock beneficially owned by each nominee and the
nominating Stockholder.
-9-
<PAGE>
REPORTS TO STOCKHOLDERS
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, AND TO EACH PERSON REPRESENTING THAT HE OR SHE WAS A BENEFICIAL OWNER
OF THE CORPORATION'S COMMON STOCK AS OF THE RECORD DATE FOR THE ANNUAL MEETING,
UPON WRITTEN REQUEST, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, TOGETHER WITH THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. SUCH WRITTEN REQUEST SHOULD BE SENT TO
MS. YOLANDA ZARNOWSKA, SECRETARY, SECURITY CHICAGO CORP., 196 EAST PEARSON,
CHICAGO, ILLINOIS 60611.
BY ORDER OF THE
BOARD OF DIRECTORS.
JAMES D. POLIVKA,
CHAIRMAN OF THE BOARD OF DIRECTORS
--------------------------
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
-10-
<PAGE>
PROXY FOR SHARES OF COMMON STOCK SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
THE STOCKHOLDERS OF SECURITY CHICAGO CORP.
TO BE HELD ON JUNE 19, 1995
The undersigned hereby appoints Richard S. Bull, Jr. and Ronald A.
Landsman, or one of them acting in the absence of the other, with power of
substitution, attorneys and proxies, for and in the name and place of the
undersigned, to vote the number of shares of Common Stock that the undersigned
would be entitled to vote if then personally present at the Annual Meeting of
Stockholders of Security Chicago Corp., to be held at First Security Bank of
Chicago, 196 East Pearson, Chicago, Illinois 60611, on Monday, June 19, 1995, at
6:00 P.M., Chicago time, or any adjournment thereof, upon the matters set forth
in the Notice of Annual Meeting and Proxy Statement, receipt of which is hereby
acknowledged, as follows:
PROPOSAL NO. 1. ELECTION OF DIRECTORS:
FOR the nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for the nominees
to the contrary below) listed below
/ / / /
THOMAS R. BEVERLIN, JAMES D. POLIVKA AND WALLIS LATHOMUS WEINPER
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- - -------------------------------------------------------------------------------
PROPOSAL NO. 2. In accordance with their discretion, upon all other matters
that may properly come before said Meeting and any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED UNDER PROPOSAL NO. 1.
Please sign here _____________________________________
Dated: ________________________, 1995
